"Thai Airways" filed to proceed with the capital restructuring process within this year according to the business rehabilitation plan. It is expected that the petition to cancel the business rehabilitation will be filed in the second quarter of 2025. Thai Airways International Public Company Limited announced the filing of the prospectus and draft securities offering information to the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand on September 30, 2024, moving forward with the capital restructuring process in accordance with the business rehabilitation plan with the goal of turning shareholders' equity into positive by (a) converting existing debt of creditors according to the plan into new ordinary shares (Mandatory Conversion) of not more than 14,862,369,633 shares (b) allocating not more than 4,911,236,813 new ordinary shares to support the exercise of the right to convert existing debt according to the plan into additional capital by creditors according to the plan (Volunta ry Conversion) and (c) allocating not more than 1,903,608,176 new ordinary shares to support the exercise of the right to convert new interest that has been suspended into capital by creditors according to the plan, including the offering of not more than 9,822,473,626 shares (including shares remaining from the Voluntary Conversion process (if any)) to persons as specified in the plan, namely, existing shareholders prior to the capital restructuring according to the plan (without allocating and offering to shareholders who will cause Thai Airways to have obligations under foreign laws), Thai Airways employees, and private placements, respectively. The entire capital restructuring process according to the plan is scheduled to be completed by December 31, 2024. After the Company submits its 2024 financial statements to the Stock Exchange of Thailand in early 2025, it is expected that the Company will be able to file a petition with the Central Bankruptcy Court to cancel the business rehabilitation within the s econd quarter of 2025. Mr. Piyasvasti Amranand, Chairman of the Business Rehabilitation Plan Executive Committee, Thai Airways International Public Company Limited, said that in the past, Thai Airways has strictly implemented the business rehabilitation plan, including adjusting the organization's management to be strong and efficient, aiming to achieve the results according to the business rehabilitation plan, whether it is increasing the registered capital to 337 billion baht to support the capital restructuring according to the plan since December 14, 2022, having EBITDA after deducting cash payment for aircraft lease liabilities in the past 12 months from July 2023 to June 2024 equal to 29,292 million baht and no default on debt. However, the shareholders' equity according to the separate financial statements as of June 30, 2024 is still negative 40,427 million baht. The next step is to accelerate the implementation of the capital restructuring plan, which consists of debt-to-equity conversion and offeri ng additional common shares to investors according to the business rehabilitation plan, which must be completed by December 31, 2024, which will be an important process that will help adjust the capital structure of Thai Airways' shareholders to become positive. and can file a petition with the Central Bankruptcy Court to cancel the rehabilitation and bring Thai Airways shares back to trade on the Stock Exchange within the second quarter of 2025. However, Thai Airways must still be bound by the rehabilitation plan by having to pay off debts to creditors in full according to the plan. Ms. Cherdchom Thedsteerasak, Chief Financial and Accounting Officer of Thai Airways International Public Company Limited, revealed that the business rehabilitation plan approved by the Central Bankruptcy Court on October 20, 2022 stipulates that in the capital restructuring according to the plan, the company must increase its registered capital to support 1) the conversion of the original debt of creditors according to the plan into additional common shares (Mandatory Conversion) not exceeding 14,862,369,633 shares at a price of 2.5452 baht per share, whereby Group 4 creditors or the Ministry of Finance will receive payment of the full outstanding principal amount of 100 percent, worth 12,827,461,287 baht by converting debt into additional common shares not exceeding 5,039,896,007 shares, while Group 5 creditors, Group 6 creditors, and Group 18-31 creditors, which are bondholders, The outstanding principal will be paid at a rate of 24.50 percent of the total outstanding principal by converting the debt into additional common shares not exceeding 9,822,473,626 shares; 2) the exercise of the right to convert additional debt to capital (Voluntary Conversion), in which Creditors Group 5, Creditors Group 6 and Debenture Holders under the Plan can voluntarily convert the outstanding principal debt into additional common shares, not exceeding 4,911,236,813 shares at a price of 2.5452 baht per share; and 3) the exercise of the right to conv ert new suspended interest into capital, in which Creditors Group 4, Creditors Group 5, Creditors Group 6 and Debenture Holders under the Plan can voluntarily convert the new suspended interest into additional common shares, not exceeding 1,903,608,176 shares at a price of 2.5452 baht per share, whereby the right to convert the new suspended interest into common shares is stipulated to be exercised in full of the new suspended interest amount only. Some rights cannot be exercised In terms of the offering of additional common shares, Thai Airways will offer for sale by issuing additional common shares in the amount of not more than 9,822,473,626 shares to persons as specified in the plan, divided into 3 allocation sequences as follows: 1) existing shareholders of Thai Airways before the capital restructuring, without allocating and offering to shareholders who will cause Thai Airways to be subject to foreign legal obligations; 2) employees of Thai Airways; and 3) limited persons (Private Placement), which wil l be allocated to limited persons in the case that there are shares remaining from the offering to existing shareholders and employees. The offering will be offered at a price that the plan administrator deems appropriate, but must not be lower than 2.5452 baht per share. In order to ensure the success of the capital restructuring under the plan, as well as to maintain the stability of Thai Airways' share price after the date of resumption of trading on the Stock Exchange, the plan administrator has set a lock-up measure prohibiting creditors who have received additional common shares from the debt-to-equity conversion at a price of 2.5452 baht per share from selling such shares until the 1-year period has elapsed from the date that Thai Airways' shares resume trading on the Stock Exchange. After the expiration of the 6-month period from the date that Thai Airways shares resume trading on the Stock Exchange, each creditor who received shares from the debt-to-equity conversion will be allowed to sell their sha res in the amount not exceeding 25 percent of the number of shares that are prohibited from being sold, which refers to the criteria of the Stock Exchange. Source: Thai News Agency
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